Thoroughbred
Ford, Inc. and Ryan Brehm appeal from the trial court's
order denying their motion to stay proceedings and compel
arbitration. The order is reversed, and the case is remanded.

Factual
and Procedural Background

On
December 15, 2014, Darlene Bertocci signed a Retail/Lease
Buyer's Order to purchase a 2014 Ford Edge from
Thoroughbred Ford. The Buyer's Order, a one-page,
two-sided form contract, contained the following provision in
bold print at the bottom of the front page next to Ms.
Bertocci's signature, "THIS CONTRACT CONTAINS A
BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE
PARTIES." On the back of the agreement, the following
provision was set out, in pertinent part:

ARBITRATION

The parties shall first seek to resolve any controversy
between them by promptly negotiating with each other in good
faith and if such negotiations are unsuccessful then any and
all claims or disputes arising between the parties to this
Agreement (but excluding controversies between Customer and
third parties arising out of any retail installment contract,
promissory note or instrument securing performance thereof,
all collection claims by Thoroughbred Ford and also excluding
Customer's warranty disputes with third parties) shall be
settled by binding arbitration and the award of an
arbitration shall be final and binding and there shall be no
appeal therefrom; and a judgment upon such award may be
entered in the US. District Court, Western District of
Missouri, if that court has jurisdiction to enter the award,
and if not, then in the Circuit Court of Platte County,
Missouri.

** *

If the parties cannot agree on one arbitrator within 15 days
from the demand for arbitration then each party shall select
one arbitrator within 30 days after the demand for
arbitration and the two parties as so selected shall within
15 days after they are selected select a third arbitrator. If
either party fails to select their arbitrator within 30 days
of the demand for arbitration or if the two arbitrators as
selected under the preceding sentence fail to select a third
arbitrator within 15 days of their selection then the
respective arbitrator shall be selected by a Circuit Court
Judge serving Platte County, Missouri. All arbitrators shall
be selected from the membership of the Clay County, Missouri
and/or Platte County, Missouri Bar Associations.

** *

The arbitration shall be governed by the American Arbitration
Association's Commercial Arbitration Rules unless
otherwise expressly agreed by the parties. All issues of
arbitration, including but not limited to this Agreement and
its arbitration provisions, shall be governed by the Federal
Arbitration Act (9 U.S.C. § 1, et seq.). Any doubt
concerning the scope of arbitrable issues shall be resolved
in favor of arbitration. The parties further agree and
acknowledge that the vehicles and/or parts and materials
contained and/or included therein have been transported,
assembled, fabricated and/or created in states other than the
State of Missouri and therefore the subject matter of this
contract involves and concerns interstate commerce.

On
March 2, 2016, Ms. Bertocci filed a petition against
Thoroughbred Ford and Ryan Brehm, an employee of the
dealership, (collectively Defendants) asserting claims for
fraud, negligence, negligent misrepresentation, and
violations of the Missouri Merchandising Practices Act (MMPA)
arising out of her purchase of the vehicle. She alleged that
Defendants made several misrepresentations to her and on her
credit application regarding her financing of the car for her
daughter-in-law. Specifically, she alleged that Defendants
misrepresented to her that she would never be financially
responsible for the vehicle, her daughter-in-law would not be
able to cease making monthly payments and would be the new
owner in twelve months, and her credit profile was strong
enough to afford the vehicle. She alleged that she reasonably
relied on such misrepresentations in making the purchase and
that, as a result of such misrepresentations, she suffered
damages including the loss of use of the car, damage to her
credit score and credit worthiness, an outstanding balance
due on the repossessed vehicle, embarrassment, humiliation,
frustration, destruction of family relations, and mental and
emotional pain and suffering.

Defendants
filed a motion to stay proceedings and compel arbitration.
They asserted that Ms. Bertocci agreed to be bound by an
arbitration provision contained in the Buyer's Order
attached to their motion.

Ms.
Bertocci filed suggestions and supplemental suggestions
opposing Defendants' motion to compel asserting six
different reasons why the arbitration clause in the
Buyer's Order was unenforceable. She argued that (1) the
arbitration clause lacked mutuality of consideration and the
promise to arbitrate was illusory; (2) the arbitration
provision was void because she was fraudulently induced into
signing the Buyer's Order; (3) the arbitration provision
was unconscionable; (4) her claims did not fall within the
scope of the arbitration provision; (5) Defendants waived
their right to arbitrate; and (6) she did not knowingly and
voluntarily waive her right to a jury trial.

Following
a hearing, the trial court denied Defendant's motion to
stay proceedings and compel arbitration without explanation.
This appeal by Defendants followed.

Defendants
contend that the trial court erred in denying their motion to
compel arbitration because the legal grounds asserted by Ms.
Bertocci for finding the arbitration provision unenforceable
did not apply. They assert that the arbitration agreement was
valid and enforceable, all of her claims were within its
scope, and they did not waive their right to arbitrate.

The
judgment of the trial court will be affirmed on appeal unless
there is no substantial evidence to support it, it is against
the weight of the evidence, or it erroneously declares or
applies the law. Eaton v. CMH Homes, Inc., 461
S.W.3d 426, 431 (Mo. banc 2015). Whether the trial court
should have granted a motion to compel arbitration is a
question of law that is reviewed de novo.
Id. When faced with a motion to compel arbitration,
the court determines whether a valid arbitration agreement
exists and, if so, whether the specific dispute falls within
the scope of the agreement. Ellis v. JF Enters.,
LLC, 482 S.W.3d 417, 419 (Mo. banc 2016). This opinion
will address the defenses raised by Ms. Bertocci in the
context of determining whether the arbitration agreement was
valid and enforceable under applicable laws.

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Validity
of ...

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